UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2006
SINA Corporation
(Exact name of Registrant as specified in Charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or
organization)
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000-30698
(Commission File Number)
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52-2236363
(I.R.S. Employer
Identification No.) |
Room 1802, United Plaza
1468 Nan Jing Road West
Shanghai 200040, China
(Address of Principal Executive Offices) (Zip Code)
(86-21) 6289 5678
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
(the “Board”) of SINA Corporation (the “Company”) approved the 2006 Management
Bonus Plan (the “Bonus Plan”) pursuant to which certain employees of the Company with the
title of senior director and above are eligible to earn a cash bonus based on 2006 Company
performance, including the following named executive officers of the Company: Charles Chao, Chief
Executive Officer, President, Secretary and Director, and Benjamin Tsiang, Executive Vice
President, Product Development and General Manager of SINA Online. Under the Bonus Plan, a total
bonus pool of up to 4% of 2006 pro-forma net income before taxes will be established upon the
satisfaction of certain performance goals tied to the Company’s advertising revenue and pro-forma
net income before taxes. Mr. Chao will be eligible to receive up to 30% of the total bonus pool.
Mr. Tsiang, along with all of the other eligible employees with a title of vice president and
above, will be eligible to receive up to 49% of the total bonus pool in the aggregate.
Stock Option Grant
On June 7, 2006, the Committee granted each of Mr. Chao and Mr. Tsiang a stock option to
purchase 390,000 shares and 60,000 shares of the Company’s ordinary shares respectively pursuant to
the Company’s 1999 Stock Plan, at an exercise price of $24.73 per share, which represents the
closing selling price per share of the Company’s ordinary shares on the Nasdaq National Market on
June 7, 2006. Subject to Mr. Chao’s continued service with the Company, 1/6th of the shares
covered by the stock option will vest and become exercisable on December 7, 2006 and the remaining
shares will vest and become exercisable ratably each month over the next 30 months following
December 7, 2006. Subject to Mr. Tsiang’s continued service with the Company, 1/8th of the shares
covered by the stock option will vest and become exercisable on December 7, 2006 and the remaining
shares will vest and become exercisable ratably each month over the next 42 months following
December 7, 2006.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
As disclosed in the Current Report on Form 8-K filed on May 12, 2006, the Board appointed Mr.
Chao as the Company’s Chief Executive Officer and Herman Yu as the Acting Chief Financial Officer.
On June 7, 2006, the Committee approved for Mr. Chao a base salary of RMB2,400,000 per annum
and a housing allowance of RMB360,000 per annum. Additionally, the Committee granted Mr. Chao a
stock option and approved his participation in the Bonus Plan, the terms of each of which are
described under Item 1.01 above, and are incorporated by reference into this Item 5.02.
On June 7, 2006, the Committee approved for Mr. Yu a base salary of RMB1,320,000 per annum and
a housing allowance of RMB240,000 per annum. Additionally, the Committee granted Mr. Yu a stock
option to purchase 75,000 shares of the Company’s ordinary shares pursuant to the Company’s 1999
Stock Plan, at an exercise price of $24.73 per share, which represents the closing selling price
per share of the Company’s ordinary shares on the Nasdaq National Market on June 7, 2006. Subject to Mr. Yu’s continued service with the Company, 1/8th of
the shares covered by the stock option will vest and become exercisable on December 7, 2006 and the
remaining shares will vest and become exercisable ratably each month over the next 42 months
following December 7, 2006. The Committee also approved Mr. Yu’s participation in the Bonus Plan,
under which Mr. Yu will be eligible to receive up to 6% of the total bonus pool.
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